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BYLAWS OF
NORTH AMERICAN ASSOCIATION
OF EDUCATIONAL NEGOTIATORS

ARTICLE I - OFFICES/CORPORATE STATUS

North American Association of Educational Negotiators("NAEN" or the "Association") shall maintain its principal offices in New York, USA. The Association may also have offices at such other places both within and without the State of New York and the United States of America as the Board of Directors may from time to time determine or as the affairs of the Association may require. The Board of Directors is empowered to change the location of its principal offices without amending these bylaws.

The Association shall be a not-for-profit entity. Any for-profit subsidiaries created by the Association's Board of Directors shall be wholly-owned by the Association. Any change to the Association's not-for-profit status shall be first submitted to a vote of the Membership.

ARTICLE II - PURPOSE

The purpose of this Association shall be to improve the knowledge and performance of school management negotiators; to advance their professional status; and to provide a forum for the effective communication and exchange of information among educational negotiators.

ARTICLE III - MEMBERSHIP

SECTION 1. Eligibility. The Association shall have five (5) classes of members. The designation of each such class and the qualifications of the membership of each such class shall be as follows:

a.) Active Membership.

Active membership shall be open to negotiators, chief executive officers and other members of school management negotiating teams in schools, colleges and universities, and school systems and other persons whose primary job functions relate to school management and negotiations. Active members shall be entitled to all the rights and privileges of the Association.

b.) Institutional Membership.

Institutional membership shall be open to educational organizations actively involved in collective bargaining, provided such educational organizations represent the institution’s management at the bargaining table. Institutional memberships shall be entitled to receive four (4) copies of the Bulletin and entitled to send four (4) participants to the Annual Conference at the active member rate. However, the institution shall have only one (1) vote at the Annual Business Meeting and such individuals shall identify themselves to the Chairman prior to the commencement of the Business Meeting.

c.) Honorary Membership.

Honorary membership shall be open to individuals who have rendered distinguished service to this Association or to the profession of school management negotiations, and who are not eligible for active or associate membership. Honorary membership shall be bestowed by vote of the Board of Directors and such member shall be entitled to all rights and privileges except the right to make motions, vote and hold office.

d.) Retired Membership.

Retired membership shall be open to former active members who have retired from regular employment. Retired members shall be entitled to all rights and privileges except the right to vote and hold office.

e.) Student Membership.

Student membership shall be open to individuals who are matriculating in an approved undergraduate, graduate, or post-graduate degree program and who are not otherwise eligible for active, institutional, or honorary membership.

SECTION 2. Board Approval.

Unless waived by the Board of Directors, any applicant seeking election to any class of membership in the Association shall make written application, in a form containing information specified by the Board of Directors, to the Executive Director of the Association. Upon receipt of such application, the Executive Director shall promptly furnish a copy thereof to the Board of Directors or to such committee of the Board of Directors as the Board may from time to time designate. The Board or such committee, as the case may be, shall cause such examination to be made as it deems appropriate to determine whether the applicant is eligible for membership and the appropriate class of membership. Members of the Association shall be elected by a majority vote of the whole Board of Directors.

SECTION 3. Dues.

Annual dues for active, retired, student, and institutional members shall be established by the Board of Directors and approved by the membership at the Annual Business Meeting. Such dues shall be payable in advance. There shall be no dues for honorary members and retired members shall pay fifty percent (50%) of the active member rate.

SECTION 4. Termination of Membership.

Any member may terminate membership in the Association at any time by giving notice in writing to the Executive Director prior to the end of such calendar year of its intention to resign its membership or by not renewing its membership by failing to pay the annual dues when due and owing. Any member may be suspended or removed at any time by a vote of three-fourths of the Board present at any meeting of the Board of Directors. No initial membership fees, annual dues or assessments shall be refunded to any member whose membership terminates or is suspended for any reason.

ARTICLE IV – THE BOARD OF DIRECTORS

SECTION 1. Powers and Authority.

The Board of Directors as the representative body of this Association shall have the general supervision of the affairs of the Association and formulate the policies for the program and services of the Association, subject to the provisions of these bylaws and the actions taken by the Association at its annual meeting.

SECTION 2. Composition of the Board of Directors.

The Board of Directors of this Association shall consist of five (5) officers -- a President, a President-Elect or Vice-President, a Secretary, a Treasurer, the Immediate Past President, and three (3) Directors at least one of whom shall be from Canada and at least one of whom shall be from the United States.

a.) Requirements for Directors and Officers.

Directors of this organization shall have attended at least three (3) NAEN Annual Conferences prior to being elected or appointed to office. Officers of this organization must have served at least two years as a member of the Board of Directors.

b.) Election of Officers.

A slate of officer candidates determined by the Nominating Committee shall be presented at the Association’s Annual Meeting and shall be elected by a majority vote of the active member present and voting at the Annual Meeting. There shall also be an opportunity for nominations from the floor. In the event there are three (3) or more candidates for an elected office, election shall be by plurality vote. Those elected shall take office on the first day of July following the Annual Meeting. Subject to the opportunity for nominations from the floor, once a Board member is elected to the office of Secretary, the officer will be expected to progress through the officer ranks during each successive year. For example, the Secretary becomes the Treasurer in the second year; the President-Elect in year three; the President in year four; and the Immediate Past President in year five.

c) Terms of Officers.

Officers shall serve one year terms. No Officer may be elected to the same office for more than two (2) consecutive terms. The term of office of the Immediate Past President shall be for the one year period immediately following the expiration of his/her term of office as President.

d.) Election of Directors

A slate of Director candidates determined by the Nominating Committee shall be presented at the Association’s Annual Meeting and shall be elected by a majority vote of the active members present and voting at the Annual Meeting. There shall also be an opportunity for nominations from the floor. In the event there are three (3) or more candidates for an elected office, election shall be by plurality vote. Those elected shall take office on the first day of July following the Annual Meeting.

e) Terms of Directors.

Directors shall serve a term of three (3) years with staggered terms. The terms shall be staggered so that two (2) Directors shall be elected each year. At the expiration of a term of a Director, the Director may exercise the following options:

(1) Leave the Board , at which point the Director shall be eligible for election to the Board at some future date, and subject to the restrictions set forth in subparagraph 3, below.

(2) Declare his/her desire to serve as an officer, at which point the Director shall either ascend to an officer's position, or, if unsuccessful, shall not be eligible for re-election to the Board.

(3) Declare his/her desire to run for one additional term as a Director. If successful the Director may not seek office, nor may the Director run for any additional terms. If unsuccessful, the Director may run for one additional term as a Director, but may not become an officer.

f) Vacancies on the Board of Directors.

In the event of a vacancy in the office of President, the President-Elect or Vice President shall serve as the President until the following July 1, at which time the newly elected officers take office. In the event of vacancies in the office of both the President and the President-Elect or Vice President, the vacancy in the office of President shall be filled by appointment by the Board of Directors to extend until the following July 1, when the new President and President-Elect or Vice-President shall take office. Vacancies in other offices, including Directors, may be filled by appointment by the Board of Directors to serve the remainder of the term of the vacant office. Any person being appointed to an unfilled term is eligible to be elected to their own full term.

SECTION 3. Times and Places of Meetings.

The Board of Directors shall determine the times and places of meetings of this Association. One of these meetings shall be designated by the Board as the Annual Conference. The Annual Meeting of the Association shall take place during the Annual Conference. Notice of this meeting shall be sent to all members at least thirty (30) days prior to the Annual Meeting. The members present at the Annual Meeting shall constitute a quorum of the conduct of business.

a.) Special Meetings.

Special meetings of the members of the Association or of the Board of Directors may be called at any time by the Board of Directors or by the President and may be held at such time, on such day and at such place as shall be designated in the notice of such meeting.

SECTION 4. Financial Accountability

The Board of Directors shall provide for complete accounting of the funds received, invested, kept, and disbursed from the Association. The Board shall require financial reports and a plan for audits as the Board deems prudent. The Board of Directors shall designate a depository for its funds and arrange for all checks or demands to be signed by such officer(s) or person(s) as the Board may designate.

SECTION 5. Committees.

The Board of Directors shall appoint Finance and Nominating Committees and such other standing or special committees as it or the Association shall deem necessary to carry on the work of the Association. The President shall be ex-officio a member of all committees except the Nominating Committee.

SECTION 6. Other Services.

The Board of Directors shall be empowered to contract for such management of other services as it may deem necessary for the functioning of the Association.

SECTION 7. Employment of Executive Director or Executive Secretary

The Board of Directors may employ an Executive Director or Executive Secretary as it may deem appropriate. The Executive Director/Secretary shall be a non-voting, ex-officio member of the Board of Directors.

ARTICLE V. DUTIES OF OFFICERS.

SECTION 1. President.

The President shall preside at the Annual Meeting and at the meetings of the Board of Directors. The President shall perform other duties pertaining to the office of the President as set forth in the job description of the office of President, and such other duties as may be prescribed from time to time by the Board of Directors.

SECTION 2. President-Elect or Vice-President.

The President-Elect or Vice-President shall preside and perform the duties of the President in the absence of the President, duties assigned in the job description for the office of President-Elect or Vice-President, including the responsibility as Annual Conference Chair during that year in office, and attend to such other responsibilities as may be assigned by the President and/or the Board of Directors.

SECTION 3. Secretary.

The Secretary shall keep the minutes of all meetings of the Association and shall perform duties assigned in the job description for the office of Secretary and shall perform such other duties as may be assigned by the President and/or the Board of Directors.

SECTION 4. Treasurer.

The Treasurer shall have charge and custody of all funds and financial records of the Association and shall perform duties assigned in the job description for the office of Treasurer and such other duties as may be assigned by the President and/or the Board of Directors.

SECTION 5. Immediate Past-President.

The Immediate Past President and the individual Directors shall perform such duties as may be assigned by the President and/or the Board of Directors and as assigned in the job description for the office of Immediate Past-President.

ARTICLE VI. CHAPTERS.

SECTION 1. Organizing a Chapter.

Any group of persons interested in the Association may organize and be eligible for recognition as an affiliated group, to be known as a chapter, provided the group meets the following standards:

a.) The main purpose of the chapter shall be to advance. The objectives of the National Association of Educational Negotiators;

b.) There shall be at least six (6) members in the group at the time it petitions for certification as a chapter;

c.) The chapter shall limit its membership to members of this Association;

d.) The chapter bylaws shall be subject to the approval of this Association’s Board of Directors.

SECTION 2. Certification of Chapter.

Upon petition by a group, the Board of Directors may certify the group as an Association chapter, provided that in the judgment of the Board the petitioning group has met the standards required for the formation of chapters.

SECTION 3. Revocation of Chapter.

Upon evidence of chapter inactivity for a period of two (2) consecutive years, or for other good and just cause as the Board may determine, the Board of Directors has the authority to revoke the chapter charter.

ARTICLE VII. PARLIAMENTARY AUTHORITY.

The rules contained in the current edition of Robert’s Rules of Order NewlyRevised shall be the parliamentary authority in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adapt. The Immediate Past President shall have the responsibility of ensuring adherence to this Article.

ARTICLE VIII. DISSOLUTION.

In the event of dissolution, all of the assets of the Association shall be turned over

to such non-profit tax exempt educational management organizations as the final Board of Directors shall select.

ARTICLE IX. AMENDMENT OF BYLAWS.

SECTION 1. Amendments Submitted At Least Thirty Days Prior to the Annual Conference.

These bylaws may be amended by a majority vote of the active members present and voting at the Annual Meeting of the Association, provided the proposed amendment shall have been submitted to the membership at least thirty (30) days prior to the Annual Conference.

SECTION 2. Amendments Submitted Less Than Thirty Days Prior to the Annual Conference.

A two-thirds (2/3) vote shall be required for the adoption of any amendment that has not been submitted to the membership at least thirty (30) days prior to the Annual Conference.